Exhibit 10.28


 


THIS
NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)


 


US
$110,000.00


  


MYDX,
INC.


8%
CONVERTIBLE REDEEMABLE NOTE


DUE
DECEMBER 21, 2017


BACK
END NOTE


 





FOR VALUE RECEIVED,
MyDx, Inc. (the “Company”) promises to pay to the order of UNION CAPITALUNION CAPITAL, LLC and its authorized successors
and Permitted Assigns, defined below, ("Holder"), the aggregate principal face amount of One Hundred Ten Thousand
Dollars exactly (U.S. $110,000.00) on December 21, 2017 ("Maturity Date") and to pay interest on the principal
amount outstanding hereunder at the rate of 8% per annum commencing on December 21, 2015. The Company acknowledges this Note was
issued with a 10% original issue discount (OID) and as such the issuance price was $100,000. The interest will be paid to the
Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note.
The principal of, and interest on, this Note are payable at 525 Norton Parkway, New Haven, CT 06511, initially, and if changed,
last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will
pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required
by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address
appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding
principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented
by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.
Permitted Assigns means any Holder assignment, transfer or sale of all or a portion of this Note accompanied by an Opinion of
Counsel as provided for in Section 2(f) of the Securities Purchase Agreement.


 






     

     


    

 


This
Note is subject to the following additional provisions:


 


1.       This
Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the
Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder
shall pay any tax or other governmental charges payable in connection therewith. To the extent that Holder subsequently transfers,
assigns, sells or exchanges any of the multiple lesser denomination notes, Holder acknowledges that it will provide the Company
with Opinions of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement.


 


2.        The
Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.


 


3.        This
Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act"),
applicable state securities laws and Sections 2(f) and 5(f) of the Securities Purchase Agreement. Any attempted transfer to a
non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company
and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner
hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected
or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section
4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prequalified prospective transferee of this Note,
also is required to give the Company written confirmation that this Note is being converted ("Notice of Conversion")
in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion
shall be the Conversion Date. All notices of conversion will be accompanied by an Opinion of Counsel.


 


4.       (a)After
the six month anniversary if the issuance of this Note, the Holder of this Note is entitled, at its option, at any time, to convert
all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common
Stock") at a price ("Conversion Price") for each share of Common Stock equal to 60% of the average
of the two lowest closing bid prices of the Common Stock as reported on the National Quotations Bureau OTC
Markets exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the
future ("Exchange"), for the fifteen prior trading days including the day
upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered together with an
Opinion of Counsel, by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight
Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business
days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of
Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Accrued, but unpaid interest
shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but
the number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s
Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders
to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending
this increase. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other
shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares
of the Common Stock of the Company. 


 






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(b)      Interest
on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company
in Common Stock ("Interest Shares"). Holder may, at any time, send in a Notice of Conversion to the Company for Interest
Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a
portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.


 


(c)      This
Note may not be prepaid, except that if the $110,000 Rule 144 convertible redeemable note issued by the Company of even date herewith
is redeemed by the Company within 6 months of the issuance date of such Note, all obligations of the Company under this Note and
all obligations of the Holder under the Holder issued Back End Note will be automatically be deemed satisfied and this Note and
the Holder issued Back End Note will be automatically be deemed cancelled and of no further force or effect.


 


(d)      Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series
of related transactions, (ii) a reclassification, capital reorganization (excluding an increase in authorized capital) or other
change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or
(iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving
entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in
a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of
items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request
of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of
redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with
the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion
Price.


 


(e)      In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection
with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of
this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number
of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization
or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon
exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing
provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other
than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good
faith.


 






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5.        No
provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.


 


6.        The
Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice
of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for
hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.


 


7.        The
Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the
Holder in collecting any amount due under this Note.


 


8.        If
one or more of the following described "Events of Default" shall occur:


 


(a)      The
Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company;
or


 


(b)      Any
of the material representations or warranties made by the Company herein or in any certificate or financial or other written statements
heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or
the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or


 


(c)       The
Company shall fail to perform or observe, in any material respect, any covenant, term, provision, condition, agreement or obligation
of the Company under this Note or any other note issued to the Holder; or


 


(d)      The
Company shall (1) become insolvent (which does not include a “going concern” opinion); (2) admit in writing its inability
to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its
dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part
of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against
it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or


 


(e)       A
trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without
its consent and shall not be discharged within sixty (60) days after such appointment; or


 


(f)       Any
governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or
control of the whole or any substantial portion of the properties or assets of the Company; or


 






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(g)      One
or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in
the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid,
unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of
any proposed sale thereunder; or


 


(h)      [Intentionally
Deleted]; or


 


(i)       The
Company shall have its Common Stock delisted from an exchange (including the OTC Markets exchange) or, if the Common Stock trades
on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934
act reports with the SEC;


 


(j)        If[Intentionally
Deleted];


 


(k)       The
Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 5 business
days of its receipt of a Notice of Conversion which includes an Opinion of Counsel expressing an opinion which supports the removal
of a restrictive legend; or


 


(l)       The Company shall not replenish the reserve set forth in Section 12, within 5 business days of the request of the Holder ;
or


 


(m)     The Company’s Common Stock has a closing bid price of less than $0.35 per share for at least 5 consecutive trading days;
or


 


(n)      The aggregate dollar trading volume of the Company’s Common Stock is less than forty thousand dollars ($40,000.00) in
any 5 consecutive trading days beginning on the 5th month after the date of issuance of this Note; or


 


(o)      The Company shall cease to be “current” (after the benefit of any extension period) in its filings with the Securities
and Exchange Commission; or


 


(p)      The Company shall lose the “bid” price for its stock in a market (including the OTC Markets marketplace or other exchange)


 


Then,
or at any time thereafter, unless cured (except for 8(m) and 8(n) which are incurable defaults, the sole remedy of which
is to allow the Holder to cancel both this Note and the Holder Issued Note, and in each and every such case, unless such Event
of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent
default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and
payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which
are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and
the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies
provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default
interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest
permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning
on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day
beginning on the 10th day. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal
amounts by 20%. In case of a breach of Section 8(i), the outstanding principal due under this Note shall increase by 50%. Further,
if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled
to use the lowest closing bid price during the delinquency period as a base price for the conversion. For example, if the lowest
closing bid price during the delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to
convert future conversions at $0.005 per share. If this Note is not paid at maturity, the outstanding principal due under this
Note shall increase by 10%.


 






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If
the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging
an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 


Make-Whole
for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the
conversion shares by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder
incurs a Failure to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable
to the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:


Failure
to Deliver Loss = [(High trade price at any time on or after the day of exercise) x (Number of conversion shares)]


 


The
Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day
from the time of the Holder’s written notice to the Company.


 


9.       In
case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired
thereby.


 


10.      Neither
this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the
Company and the Holder.


 


11.     The
Company represents that it was a “shell” issuer until the Company reported form 10 type information on May 5, 2015
indicating it was no longer a “shell issuer. The Company will instruct its counsel to either (i) write a “144”
opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.


 






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12.     Prior
to cash funding of this Note, The Company will issue irrevocable transfer agent instructions reserving 3x the number of shares
of Common Stock necessary to allow the holder to convert this note based on the discounted conversion price set forth in Section
4(a) herewith. Upon full conversion of this Note, the reserve representing this Note shall be cancelled. The Company will pay
all transfer agent costs associated with issuing and delivering the shares. If such amounts are to be paid by the Holder, it may
deduct such amounts from the Conversion Price. Conversion Notices may be sent to the Company or its transfer agent via electric
mail. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with
its conversions.


 


13.     The
Company will give the Holder direct notice of any corporate actions including but not limited to name changes, stock splits, recapitalizations
etc. This notice shall be given to the Holder as soon as possible under law.


 


14.      This
Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be
performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and
the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of
New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement
shall be effective as an original.


 






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IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.


 





	Dated:
    December 21, 2015	 	 
	 	 	 
	 	MYDX,
    INC.
	 	 	
	 	By:	/s/
Daniel Yazbeck
	 	Title:	CEO 




  






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EXHIBIT A


 


NOTICE
OF CONVERSION


 


(To
be Executed by the Registered Holder in order to Convert the Note)


 


The
undersigned hereby irrevocably elects to convert $___________ of the above Note into _________ Shares of Common Stock of MyDx,
Inc. (“Shares”) according to the conditions set forth in such Note, as of the date written below.


 


If
Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes
and charges payable with respect thereto.


 


Date
of Conversion:                                                                                                                                             


Applicable
Conversion Price:                                                                                                                               


Signature:
                                                                                                                                                               


[Print
Name of Holder and Title of Signer]


Address:
                                                                                                                                                                  


        
                                                                                                                                                                 


 


SSN
or EIN:                                                                      



Shares
are to be registered in the following name:                                                                                                              


 


Name:
                                                                                                            



Address:
                                                                                                        


Tel:
                                                                         


Fax:
                                                                          


SSN
or EIN:                                                            


 


Shares
are to be sent or delivered to the following account:


 


Account
Name:                                                                                                              



Address:
                                                                                                                         


 


 


9